Universal Digital Announces Closing of First Tranche of Brokered Private Placement

Rhea-AI Summary

Universal Digital (CSE: LFG) has completed the first tranche of its brokered private placement, raising $1,458,780 through the issuance of 2,431,300 units at $0.60 per unit. Each unit comprises one common share and half a warrant, with each full warrant exercisable at $0.80 for 24 months.

The offering, led by Beacon Securities Limited and Hampton Securities Limited, will use proceeds to acquire a strategic position in Tokyo Stock Exchange-listed ReYuu Japan Inc. and for working capital purposes. The company expects to close an additional tranche of the offering soon.

Positive

• None.

Negative

• Dilution of existing shareholders through new unit issuance
• ReYuu Investment still subject to regulatory approval in Japan
• Additional dilution expected with upcoming second tranche closing

Vancouver, British Columbia--(Newsfile Corp. - September 18, 2025) - Universal Digital Inc. (CSE: LFG) (FSE: 8R20) (the "Company") is pleased to announce that it has closed the first tranche of its previously announced brokered private placement offering of 2,431,300 units of the Company (the "Units") at a price of $0.60 per Unit (the "Issue Price") for aggregate gross proceeds of $1,458,780 (the "Offering"). The Offering was conducted by Beacon Securities Limited (the "Lead Agent"), acting as lead agent and sole bookrunner, and Hampton Securities Limited (together with the Lead Agent, the "Agents") on a "best efforts" marketed basis. The Company expects to close another tranche of the Offering in due course.

Each Unit issued under the Offering consists of one common share in the capital of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share (each, a "Warrant Share") at an exercise price of $0.80 per Warrant Share for a period of 24 months from the closing of the Offering (the "Closing").

The net proceeds from the Offering are intended to be used to (i) acquire a strategic equity and warrant position in Tokyo Stock Exchange-listed ReYuu Japan Inc. (the "ReYuu Investment") and (ii) for working capital and general corporate purposes. The ReYuu Investment is subject to customary closing conditions, including regulatory approval under Japan's Foreign Exchange and Foreign Trade Act. For further information about the ReYuu Investment, please see the Company's press release dated September 2, 2025.

The Units were issued by way of the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinated Blanket Order 45-953 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"), and are not subject to a statutory holder period in accordance with applicable Canadian securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Universal Digital Inc.

Universal Digital Inc. is a Canadian investment company focused on digital assets, businesses and private and publicly listed entities that are involved in high-growth industries, with a particular focus on blockchain, cryptocurrencies and cryptocurrency technologies. The Company aims to provide shareholders with long-term capital growth through a diversified investment approach, and to participate in the transformation of global finance through the integration of digital asset strategies.

For further information contact:

Chris Yeung
Chief Executive Officer and Director
Email: ir@universaldigital.io
Tel: (289) 646-6252
www.universaldigital.io

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

This news release includes statements containing certain "forward‐looking information" within the meaning of applicable Canadian securities laws ("forward‐looking statements"). Forward-looking statements in this release include, but are not limited to, statements with respect to the Company's ability to close a further tranche of the Offering, the Company's anticipated use of proceeds from the Offering, and whether the proceeds of the Offering will be sufficient for the purposes of the Company moving forward. Forward‐looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "should", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward‐looking statements throughout this news release. Forward‐looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties (including market conditions) and other factors that could cause actual events or results to differ materially from those projected in the forward‐looking statements, including the Company not being able to close a subsequent tranche of the Offering on the timing described herein or at all, the Company not using the proceeds as described herein, and those risk factors described in the Company's most recent Annual Information Form filed with Canadian securities regulators and available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking statements included in this news release are made as of the date of this news release. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR PUBLICATION, RELEASE OR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266969

FAQ

How much did Universal Digital (CSE: LFG) raise in its first tranche private placement?

Universal Digital raised $1,458,780 through the issuance of 2,431,300 units priced at $0.60 per unit.

What are the terms of Universal Digital's private placement warrants?

Each warrant entitles holders to purchase one common share at $0.80 for a period of 24 months from the closing date.

How will Universal Digital use the proceeds from the private placement?

The proceeds will be used to acquire a strategic position in ReYuu Japan Inc. (listed on Tokyo Stock Exchange) and for working capital and general corporate purposes.

Who are the agents for Universal Digital's private placement?

Beacon Securities Limited acts as the lead agent and sole bookrunner, along with Hampton Securities Limited conducting the offering on a best efforts basis.

Is there a holding period for Universal Digital's private placement securities?

No, the units are not subject to a statutory holding period under Canadian securities laws, as they were issued under the Listed Issuer Financing Exemption.